1 SPIRE CORPORATION One Patriots Bank Bedford, Massachusetts 01730-2396 February 10, 1998 VIA ELECTRONIC FILING AND TELECOPIER 202-942-9533 Ms. Mary Brooks Fraser Securities & Exchange Commission Room 7076 Mail Stop 7-5 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Spire Corporation Registration Statement on Form S-2, File No. 333-41445 Filed on December 3, 1997, as amended on December 23, 1997 ---------------------------------------------------------- Dear Ms. Fraser: Pursuant to Rule 477 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, Spire Corporation (the "Registrant") hereby respectfully makes application to the Securities & Exchange Commission (the "Commission") for consent to withdraw the above-referenced Registration Statement (the "Registration Statement"). The Registrant requests that such application to be approved effective as of the date hereof or at the earliest practicable date hereafter. The Registration Statement was filed through the Commission's Electronic Data Gathering, Analysis and Retrieval System on December 3, 1997, and amended on December 23, 1997. The Registration Statement was filed in connection with a proposed public offering of the Registrant's common stock, to be sold both by the Registrant and by two Selling Stockholders. The reason for the request to withdraw the Registration Statement is that the offering has been withdrawn. Management believes that withdrawal of the Registration Statement is appropriate, since the purpose for which the Registration Statement was originally filed has been eliminated. The Registrant confirms that no securities have been issued or sold pursuant to the Registration Statement. The filing fee for the Registration Statement was submitted by wire transfer to the Commission at the time of filing, and the Registrant understands that such fee will not be returned. Please feel free to contact the undersigned (781-275-6000) or Registrant's counsel, Lauren Jennings of Goldstein & Manello, P.C. (617-946-8152) if you have any questions or comments. Otherwise, please advise with respect to the granting of the consent to the requested withdrawal. Very truly yours, SPIRE CORPORATION By: /s/ Roger G. Little ------------------------------- Roger G. Little, President and Chief Executive Officer cc: Lauren Jennings, Esq.